I. Name, Domicile and Purpose of the Company
Art. 1
Under the name of Valartis Group AG there exists a corporation with domicile in Baar (ZG).
Art. 2
The purpose of the Company is the acquisition and sale as well as management of shareholdings domestically and abroad.
The Company can transact all business which is suitable to directly or indirectly promote the purpose of the Company.
It may acquire, encumber and sell real property.
II. Share Capital and Shares
Art. 3
The share capital of the Company equals CHF 5,000,000.-. It is divided into 5,000,000 bearer shares with a par vale of CHF 1.- each which are fully paid in.
Art. 3bis
The share capital of the Company can be increased by a maximum of CHF 250,000 by issuance of a maximum of 250,000 bearer shares with a par value of CHF 1.- each which are to be fully paid in by means of the exercising of options rights which are to be granted to employees of the Company or one of their group companies as well as members of the Board of Directors within the scope of a participation plan to be approved by the Board of Directors. The preemptive rights of the then existing shareholders are precluded. Issuance under the stock exchange price is allowed. The Board of Directors shall regulate the details.
Art. 4
By resolution of the Board of Directors, certificates for several shares may be issued instead of individual shares.
Art. 5
By means of an amendment to the Articles of Association, registered shares may be at any time converted into bearer shares or bearer shares into registered shares. In addition, by means of an amendment of the Articles of Association, shares may be combined in shares with a larger par value and may be cut up into shares with smaller par value.
Art. 5bis
An acquirer of the shares of the Company is not obligated to make a public purchase offer pursuant to Articles 32 and 52 of the Swiss Federal Law regarding the Stock Exchange and Securities Dealing.
III. Governing Bodies of the Company
Art. 6
The governing bodies of the Company are:
A. Shareholders Meeting
B. Board of Directors
C. Auditors
Art. 7
The highest governing body of the Company is the Shareholders Meeting. It has the powers designated by law.
Art. 8
Notice of the Shareholders Meeting must be given by the Board of Directors at least twenty days before the date of the meeting with simultaneous notice of the agenda and motions.
Notice is effected by one-time announcement in the official publications of the Company.
Convening of a Shareholders Meeting may also be requested in writing with information as to the agenda items and motions submitted by one or more Shareholders who together represent at least one tenth of the share capital.
An agenda item to be discussed at the Shareholders Meeting may be requested in writing with information as to the item to be discussed and the motions submitted by one or more Shareholders who together represent at least three percent of the share capital whereby this agenda request must be received by the Company at least 45 days before the Shareholders Meeting.
Art. 9
The Ordinary Shareholders Meeting shall take place annually within six months after completion of the business year; Extraordinary Shareholders Meeting will be convened when needed
Art. 10
At the Shareholders Meeting every share has one vote.
Proxies are allowed. The Board of Directors shall decide about the acceptance of the Powers of Attorney.
Art. 11
The powers and organization of the Shareholders Meeting shall be determined by law provided the Articles of Association do not specify otherwise.
Art. 12
The Board of Directors shall handle all matters which are not reserved pursuant to law or the Articles of Association to the Shareholders Meeting or the Auditors.
It shall specify the authorized signatories and the type of signatory power.
Art. 13
The Board of Directors shall consist of at least three members who are elected by the Shareholders Meeting for an office period of three years, meaning up to and including the third Ordinary Shareholders Meeting after their election. Re-election is allowed.
In the event a member withdraws before the expiration of his period of office, the next Shareholders Meeting shall elect a replacement. Should the number of members of the Board of Directors sink below three, an Extraordinary Shareholders Meeting must be held within a reasonable period for holding additional elections.
The member elected as a replacement enters into the period of office of his predecessor.
Art. 14
The Board of Directors shall organize itself.
Art. 15
Subject to the reservation of non-transferable and irrevocable powers, parts of the duties of the Board of Directors may be transferred to individual members (Delegates) or to a circle of members (Committees) or to third parties.
Details are to be regulated in Organizational By-Laws.
Art. 16
Convening of the Board of Directors is done by the Chairman or, in the event of his prevention from doing so, by the Vice-Chairman so often as business requires; in addition upon request of one of its members or the Auditors.
The Board of Directors shall meet at least once a quarter.
Art. 17
The Board of Directors shall be capable of passing resolutions when the majority of its members are present.
A presence quorum is not required when the Board of Directors must exclusively decide about determinations and modifications to the Articles of Association in connection with a capital increase.
Art. 18
Resolutions are passed by the absolute majority of members present. In the event of a tie, the Chairperson shall decide.
Resolutions may be passed regarding a submitted motion by means of written or telexed/telefaxed voting provided that no member of the Board of Directors objects to this procedure; the majority of all members must approve these resolutions.
Art. 19
Minutes are to be taken regarding the discussions of the Board of Directors. The Secretary is designated by the Board of Directors. He must not be a member of the Board of Directors. The minutes must be signed by the Chairperson and the Secretary.
Art. 20
The members of the Board of Directors have a right to fixed compensation which is to be determined by the Board of Directors.
Art. 21
The Shareholders Meeting shall elect for each business year one or more individuals or legal entities as Auditors.
The Auditors have the legal powers and obligations.
IV. Closing of Financial Accounts and Utilization of Retained Earnings
Art. 22
The business year of the Company covers the period from January 1st until December 31st of the same year.
Art. 23
The Business Report (annual financial statements together with appendices and Annual Report), Auditors Report as well as any group financial statements must be prepared in accordance with statutory provisions and are to be made available for inspection by the Shareholders during twenty days before the Ordinary Shareholders Meeting at the domicile of the Company and at any branches.
The Shareholders Meeting shall decide within the scope of statutory provisions regarding the utilization of the retained earnings.
Art. 24
The Shareholders Meeting can at any time decide to dissolve the Company and to have the liquidation carried out by the Board of Directors or a third party.
Art. 25
Announcements of the Company are made in the Swiss Commercial Gazette. The Board of Directors may designate additional publications.
Art. 26
Pursuant to the Contribution in Kind Agreement dated December 14, 2005, the Company accepts due to the increase of capital dated December 14, 2005 from MCG Holding AG, Geneva, (i) 30,542 registered shares with voting rights and restricted transfer with a par value of CHF 10.- each and 39,010 registered shares with restricted transfer with a par value of CHF 20.- each of MCT Asset Management AG, Geneva, (ii) 12,000 registered shares with restricted transfer of MCT Wealth Management SA, Geneva, (iii) 600 registered shares with restricted transfer of MCT Management S.A., Geneva, (iv) 30,000 shares of MCT International Limited, Tortola, British Virgin Islands, (v) 30,000 shares of Eastern Property Management Limited, Tortola, British Virgin Islands, (vi) 300 parts of MCT Luxembourg Management S.à.r.l., Luxembourg City, Luxembourg, (vii) 600 shares without par value of MC Fund Advisory S.A., Luxembourg City, Luxembourg, in value and at the total price of CHF 1,500,000, for which 1,500,000 bearer shares of MCG Holding AG, Geneva, with a par value of CHF 1.- are be issued.